Things Change
by redwolfproductions
Summary: Fabian (Ben's son) and Shay (Rook's daughter) were not only born together, but they grew up as best friends. Well, that is until Rook breaks up the partnership between him and Ben. Rook leaves Earth, taking Shay with him. Ten years later, old friends Fabian and Shay are reunited. Will there be a new division between the two, friendship, or something more?
1. Prologue

Prologue -

A small, Revonnahgander girl was completely still as she hid behind the old couch. Her friend was upstairs, counting.

"8 ... 9 ... 10!" he cried out. "Ready or not, here I come!"

The half Revonnahgander half human girl tired to remain perfectly still as she heard heavy footsteps pounding down the wooden stairs. Her friend was so close, she could hear him giggling as he passed the couch. Although he had no patience for this game of 'hide and seek', he would play with his friend, Shay, nevertheless.

In fact, Fabian had been the one who suggested playing hide and seek. He always was the one who suggested playing games, even if he was the one who whined and ended up quitting within the first twenty minutes. Shay didn't care, though. Fabian had been her best friend practically her whole life.

Rook, Shay's father, had been partners with Fabian's father, Ben, for over ten years. Shay and Fabian were both born surprisingly on the same month and year, so they considered each other to be brother and sister. They had both promised each other that they would grow up together as Plumbers and be partners, just like Ben and Rook. Only, they would be even better friends since they had known each other since birth, making them the best partners that there had ever been.

Fabian was already becoming irritated as he gave a small huff. "Shay? Come on. You're not being fair."

Shay knew she was being perfectly fair, but she also knew that she wasn't making it easy enough for her friend. He didn't have enough patience for a full game of hide and seek. So, Shay purposefully slipped out from behind the couch when Fabian's back was turned. She silently ran to the bottom of the staircase, the turned towards her friend, grinning.

"Can't catch me!" Shay cried out, playfully.

Fabian then spun around, grinning. "Yes I can!"

Shay gave a squeal of delight as she began to run up the staircase. As Fabian ran at her heals, Shay gave loud giggles and shrill cries. Once the two got to the top, they rushed past Aria, Fabian's mother.

Her long, straight, blond hair was pulled back into a pony tail. Her bright blue eyes looked dull, showing how tried she was. She was a tall, thin woman. She looked older than what she really was. Although she looked as though she wasn't in the mood to deal with over-energetic children, she grinned widely and blocked the path of the two.

She scooped up her son and swung him around. "I've caught you!"

"No!" Fabian cried out with a giggle. "Shay! Help!"

Shay squealed with delight as she hugged one of Aria's long legs. "Don't worry, Fay-Fay, I'll help you!"

"Fay-Fay is MINE!" Aria said in as evil of a voice as she could.

All three laughed and giggled. That is, until Aria had had enough. She often did this. She would do her duty as a mother, but then her medical problems would kick in. As Aria began to violently cough, she placed her son back on the ground. Shay instantly let go of Aria's leg, letting her walk off into another room.

The whole way to the room Aria seemed to cough her lungs out. Shay had wanted to ask Fabian something, but it would sound mean, and would make Fabian scared.

'Is your mommy going to die?' was what she had wanted to ask, but she bit her tongue.

Aria was the closest thing to a mother she had ever had. Closely after her birth, Shay's mother had died because of a sickness. Shay just prayed that Fabian's mother wouldn't have to die the same way. Or that Fabian would have to live without a mother.

* * *

Fabian and Shay ran in the clover field behind Fabian's house. Shay was the master of this. She would often show Fabian how to find a four-leaf clover, but like his father, Fabian had no patience. However, sometimes when he was in an alright mood, he would allow Shay to show him how to find one. Or, he would just watch her as she did so.

As he watched his friend looking for one, he couldn't help but admiring her stillness. She was perfectly still as she sat on her knees, scanning the area in front of her. Her violet colored tail flicked back and fort in the clovers behind her.

Instead of having stripe markings like her father, she had spiral markings here and there around her body. Her skin a more a pale color than Rook's, but similar. Her ears and nose were shaped like that of a human's. Her eyes were an emerald green, but had yellow mixed in with them, like a cat's. She had a white patch of fur on her face like her daddy, but it was more of a creamy color. Her hair was a long and curly frosty white color with purple-ish steaks here and there. Her arms weren't as long as a normal Revonnahgander's, but they were that of a normal human's. However, she was tall for a five year old, slightly taller than Fabian.

Fabian was tall for his age, too, since his mother came from a line of tall people. Fabian was born with dark, brown hair like his father, but it was already starting to turn a chestnut color with some blond hairs here and there. His eyes were a sky blue, even brighter than his mother's. Then again, his mother was sick. Fabian thought he could remember a time when her eyes were a brighter color, and her skin seemed to glow brighter.

Just thinking about how much sicker his mother was getting made Fabian feel sad. His gaze feel off from Shay, but he brought them back once he saw her plunge down into the patch, then quickly returning with a four-leafed clover. She flicked her tail in excitement. Shay had always found excitement in getting her way, even if it was just a four-leaf clover.

Fabian seemed to instantly forget what he had been thinking about as he stared at the four-leaf clover in awe. "How did you even SEE that?"

"It was easy!" Shay said, slightly bragging. "I could teach you."

"No way!" Fabian said, shaking his head. "I would rather run and roll in the clovers."

Shay giggled as she got up and began to do summer-salts. Fabian laughed as he followed her lead. He found doing summer-salts a little harder than Shay, but he was determined to keep up with Shay. They both laughed and giggled as they rolled down the side of a hill.

About half way down, they ran into each other, rolling together in the thick patches of clover. Once they got down to the bottom, they were laughing as if they were having the time of their life. The clover had grown so high that both lied on their backs and could see the clover growing past their heads.

Both stared up at the cloudless sky, and tried to catch their breaths and stop laughing. Fabian plucked a few clovers, then tossed them at Shay. Giving a small giggle, Shay did the same. They both ripped out clovers from the patch they lied in and tossed them at each other. Once they were both covered in clovers, they felt too tired to play anymore, so they just gazed at the sky, looking for clouds.

"That one looks like a kitten." Fabian said, pointing up at a messed up looking cloud.

Shay sniffled a sneeze. "Yeah. And that one looks like a flower."

"You sure? It looks like a stick."

"But a stick is too boring. It needs to be a flower." Shay pointed out.

Fabian thought about it, and then nodded. "You're right. It should be a flower."

After that, the two had seemed to stop looking at cloud shapes, and just began to doze off. Before they fell into a light sleep, Fabian gave a small yawn. "Shay?"

"Yeah?"

"We'll always be friends, right?" Fabian said in a sleepy voice.

"Yeah." she said, closing her eyes. "We'll always be friends."

* * *

_You get to enjoy the kid versions of Fabian and Shay. The rest of the story will be of them as teenagers._

_I own Fabian and Shay, as well as Aria._

_I have yet to name Rook's dead wife/mate._

_Also enjoy this moment of happiness, if you want to call this chapter 'happy'. The next chapter won't be full of as much sunshine and flowers._

_And just so people know, Shay's name IS Shay, not Shaylin or anything like that. Just plain Shay. Okay? Good. Don't want have to go over that at any point._

_Also, Fabian's nickname is Fay-Fay, but that is kind of like a kid name. You can see how in his teen years he wouldn't like being called Fay-Fay._

_FanFiction (c) Red Wolf Productions_  
_Ben 10 Omniverse (c) Cartoon Network_


	2. Old Friends

Chapter 1 – Old Friends

There was a sudden movement in the dark streets of Bellwood. The movement was lightning quick, though. This was because the person moving was none other then the boy with the alien power of running at the speed of light. No, this wasn't Ben Tennyson. This was his son, Fabian Tennyson. He didn't have an omnitrix like his father, but he DID have the natural power to have powers of any of the aliens.

Well, any of his father's aliens BESIDES Feedback.

Fabian had never understood why he didn't get the power of Feedback, but he didn't mind much. After all, he had all the other aliens' powers.

Using the speed of XLR8, Fabian sped down the streets, heading towards the Jewelers. As he got closer, he could hear the alarms going off. Just as he had been told from police scanners, someone had broken into the shop.

Once Fabian got to the front of the shop, he skidded to a stop. The front glass door had been shattered, as if someone hadn't been bothering with tripping any sensors.

Fabian snorted. Whoever had broken into this shop was sloppy, and would most likely be easy to catch. Deciding that he was tired, Fabian decided on catching the intruder quickly and leaving him for the cops to take away while Fabian sped away home for some sleep.

Stepping inside the store, Fabian crunched on some glass in the doorway. Alarms continued to blare everywhere. Fabian looked everywhere, but there wasn't a person in sight. For a moment, Fabian thought that the intruder had gotten away. Hadn't he been fast enough?

Then, Fabian heard something coming from behind him, outside the store.

Swiftly turning around, Fabian looked outside to see that there was a tall figure with a grey hoodie with the hood up and baggy jeans. The figure turned towards Fabian for a moment, letting Fabian see that the person was wearing a black mask. There was a small satchel slung across their shoulder.

The person held up two fingers and seemed to solute Fabian before turning and taking off.

Fabian blinked. He wasn't sure how this dude had gotten out so fast without Fabian seeing, but Fabian didn't care. He wasn't getting away so easily.

Launching himself out of the broken glass door, Fabian took off after the figure. Like a cat, the thief leapt from the sidewalk onto a dumpster, and them onto the side of the building. Leaping on top of the building, the masked figure didn't even give Fabian another glance as he sprinted along the side of the building.

Using the power of Crashopper, Fabian leapt up from the ground and onto the building top. He leapt bound after bound after the intruder, but the figure seemed to perfectly dodge every leap and would weasel around the building tops just to avoid Fabian.

Becoming irritated, Fabian used the power of Fourarms, trying to tackle the guy to the ground, but the figure seemed to sense the on coming attack, and dodged out of the way, making Fabian fall off the side of the building and topple down the side, landing in a thorn bush.

Fabian quickly got back up, even though his sides hurt and he was sure that the thorns had cut him in certain places. He was NOT going to loose this guy. He had made a fool of Fabian. He was going down, now.

The figure jumped off the side of the short building, sliding down a clothes line and landing on top of a closed dumpster lid, then leaping to the ground. Fabian had to admit that this guy had skill. But he was still going down.

Using something that Fabian knew as a combination of powers, Fabian used the power of XLR8 as a speed to get within inches of the intruder, then he used the power of Fourarms at the last moment to tackle the guy to the ground.

Having the figure in his arms for a few split seconds, Fabian thought he had the guy, but he was mistaken. Suddenly, the figure seemed to slip right through his fingers. Literally.

Blue sparks flared from his body, making him turn into what looked to be an electric energy. The energy passed right away from Fabian, then formed right behind him.

Fabian fell to the ground. Hard.

His head buzzing, he looked up to see that the blue, electric energy formed back into the original figure. Wow. Whatever this guy was, he had some sort of power to turn into electric energy. So, did that mean he could USE electric energy?

Sparks seemed to dance across his body, answering Fabian's question.

Quickly turning back into an electric energy, the blue sparks flew up the side of the nearest telephone pole. Once reaching the top, the sparks turned back into the human-looking figure. The guy turned to Fabian, as if to mock him, and then began to run across the telephone line, sending blue sparks up as he ran with a swift speed.

Fabian gave an extremely annoyed grunt as he flew back to his feet. Two could play at this game.

Fabian used the speed of XLR8 to speed after the side of the telephone poles. As he did, he saw the figure moving almost just as swiftly, sending blue sparks up behind him.

Keeping his gaze locked onto his target, he easily lost his footing. Without even noticing for the first few seconds, Fabian lost his footing and swerved off the sidewalk. His body leaned to the side, crashing into one of the telephone poles.

As Fabian crumbled to the ground at super speed in a complete daze, he felt his body crashing into something, breaking it in half. There was a loud crunching noise as Fabian fell to the ground. Once he stopped skidding, he looked up with a spinning head.

The thing he had crashed was indeed a telephone pole. As the wires from the top of the pole broke, the pole itself crashed to the ground, pulling other wires along with it and crashing into another pole that was right next to it.

Fabian watched in a daze as the two telephone poles clattered to the ground. And, to Fabian's surprise, he watched as the figure that that been running along the lines was pulled down to the ground with one of the wires. Their leg was caught in the wire, but quickly pulled out of it using some sort of electric power. However, they hadn't been able to prevent their crash.

Fabian blinked in surprise as he saw the figure crash to the ground with great power. For a second, sparks flew from the body, but there was nothing more, as if the cord had been cut.

Shaking his spinning head, Fabian stood back up. He looked towards the area where to body had fallen. Quickly, Fabian made his way over to the crash site.

Jumping over a broken telephone pole and avoiding some separated wires, Fabian looked to where the figure had fallen. The body lied limply on the ground.

For the first time, Fabian was able to get a good look at this figure. He had thought that this was a guy, but getting a closer look, he saw that even with the hoodie on and some baggy pants, the figure looked almost like a woman.

Fabian was completely confused. Walking closer, he walked to the side where he could see the person's face. Before Fabian could see their face, he realized that he was stepping on something. Looking down, he saw that it was the black mask that the figure had been wearing.

Looking back at the body, Fabian caught a glimpse of something white. What was that? Stepping closer, he saw that it was coming out from the hoodie, and that it was hair. The figure had long, white and curly looking hair.

Fabian took in a deep breath as he crouched down next to the body. With a shaking hand, he reached over and pulled away the hood.

Fabian trembled, as if he had seen a ghost. Just like he had thought, the person he had been chasing was a woman. Not just ANY woman, though.

Her eyes suddenly shot open, showing yellow-green cat-like eyes. They instantly pinned on Fabian, but then she acted quickly as she pulled away and sprung to her feet with lightning speed. Her white hair spilled out from her open hood as she got to her feet.

However, once on her feet, she seemed to have gotten up too quickly, or was still in a daze. She wobbled a little before stumbling back, landing flat on her bottom. She placed a hand on her head, as if it were spinning.

Fabian could only stare blankly at this girl. He drew in a sharp breath. "Shay ...?"

Instantly, the girl looked back up, her eyes locking with Fabian's. Just when Fabian thought things couldn't get any more strange, she SMILED.

"Hey, Fay-Fay." she said, as if she had known all along.

Fabian drew back his lips in almost a snarl. "Don't call me that."

Shay just gave a giggle, making Fabian suddenly realize that this was real. This was REAL. This was Shay, his old best friend that he hadn't seen in over ten years. How was this even possible? Fabian thought that Rook and Shay weren't EVER coming back to Earth.

Fabian gave a wide grin. "Wow. Sorry, I mean, just WOW. Is it really you?"

Shay gave a smirk. "Yeah. It's really me."

Fabian wasn't sure what to say, or do. He could only stare at her with a strange looking grin on his face.

Shay stretched out her hand towards Fabian. "Well? Just don't stand there. Help me up, dude!"

"Oh." Fabian blinked, looking towards her hand. "Right. Right."

Helping his childhood friend to her feet, Shay stretched out her back and placed a hand on the back of her head. "Ouch."

"Are ... you alright?" Fabian asked.

"Well, not really." Shay shrugged. "I just flew off the side of a telephone pole in a high speed chase."

Fabian just then seemed to remember their chase. His expression changed from joyed to confused and angry. "Yeah. What was THAT about? Why didn't you stop if you knew it was me? And why did you break into that jewelry store?"

Shay just seemed to shrug, not really caring. "No reason. I just wanted to get your attention."

Fabian snorted. "You don't have to break into a store to get my attention, Shay. I have a number, you know."

Shay flicked an invisible piece of lint on her hoodie. "Yeah, but where's the fun in that?"

Fabian just rolled his eyes, smiling. He looked back at Shay, questioning. "What are you doing here?"

Shay sighed painfully. "Running."

Fabian snorted. "Running? What do you mean?"

"It's complicated." Shay answered, avoiding Fabian's gaze. "My dad, me and him are having 'issues'."

"Issues? Does that mean that Rook is here, too?" Fabian asked, still confused.

Shay shook her head. "No. He's still out in space some place. As soon as I got the chance, I bolted."

Fabian blinked. "He doesn't know you're here?"

"Well, I'm sure he has a pretty good idea that I'm on Earth, but he doesn't really know I'm HERE. Then again, he might guess that I was looking for you." Shay said, looking back at Fabian.

Fabian raised his eyebrow. "You were looking for me?"

"I was looking to get away." Shay corrected.

"Why?"

"That isn't really important." Shay muttered.

There was sirens sounding off somewhere in the distance. Fabian looked over his shoulder, just to make sure that they were alone. Looking back at Shay, he decided that they would have to stay some place else to talk.

* * *

Shay had grown up a lot since the last time Fabian saw her. She now was tall and maintained a mature looking figure. Just like Rook, she had a white patch on her face, but it was more blended in with her skin tone and didn't have the extract same markings as her father.

Shay's markings weren't the same as Fabian had once remembered. No longer did she just have random spiral markings here and there around her body. Now, she had new markings on her face. She had black, thin lines going from her eyes down her cheeks, almost like Rook's markings. However, unlike Rook, around these line markings there were some tiny spots and even smaller spirals.

Shay's markings seemed to consist mostly of spirals and spots, along with some lines here and there. Fabian had been interested by this.

Shay's white, curly hair still had blue streaks here and there, but they seemed to be extremely faded.

Shay was thin, but she seemed fit, as well. Fabian imagined that Shay's father kept her in shape and well-trained.

Fabian had wanted to ask Shay why she had left, running away, but he didn't want to ask her when she obviously didn't want to talk about it.

Fabian and Shay were both in Fabian's house. Fabian's father, Ben, was out on some mission. Ben's missions always came frequently, and some of them lasted for a long time. This time around, Fabian's father would be going to a conference on another planet (Fabian didn't bother remembering where), and he was going to be gone for a few more days at the least.

So, Fabian was alone. He was to go to school and defend Bellwood all on his own. No help from his father. It was times like this that Fabian wished that his mother was still alive. She had always been there for him, helping him with homework or with any kind of problems. Fabian felt as if he could open up to his mother, just as much as he could with his father, but everything changed once his mother got sick and died.

Now, Fabian was becoming more and more distant from his father. He couldn't open up to him as much as he normally would've been able to ten years ago. Without his mother to be there, Fabian felt as if he couldn't be as close to Ben.

Things hadn't gone any better knowing that his best friend in all of the universe had left with her own father just a year before Fabian's mother died. Not only did Fabian no longer have his friend, but he no longer had his mother.

All he had left was Ben, his father. And even that seemed pathetic, seeming as that Ben was always away. Fabian tried not to let this get to him, though. He just considered himself lucky that he still had one of his parents.

Now, seeing Shay all over again made Fabian have these same feelings. Just seeing her warm and bright face made his heart ache, remembering all the wonderful times they had had as children. Just remembering these times made Fabian also remember his mother, and how she would look after Shay as if she were her mother, too.

After all, Shay had never really known her own mother.

Fabian remembered that same day that Shay left Earth with Rook. She had cried. A lot.

Well, Fabian had cried, too. Shay was his best friend in the whole world. He had cried, begging for her to stay, and begging for them to never be separated, but things hadn't gone their way.

Fabian would never forget the look on Shay's face. Her eyes were wet with tears and her cries were muffled as she was held tightly to Rook's chest. Fabian had ran to his mother crying at that point. He couldn't handle having to look at Shay as she boarded her father's ship.

Fabian would also never forget Rook and Ben. He would never forget how the two had acted. That was the same day that the two parted, saying good-bye as partners, even though they had been partner for over ten years.

Rook seemed so determined. No one knew what he was determined for, but he had that 'look' on his face. Rook wasn't about to give up. He was leaving Earth with his daughter, and that was that.

Shaking his head, Fabian came back into the present.

Shay face planted onto the couch, letting out a tired moan. She seemed to instantly fall into a deep sleep. Fabian gave a small yawn, seeing that his old friend was asleep on his couch.

Stalking to his room and crawling into his bed, Fabian began to fall asleep. Perhaps when he woke up, everything would disappear, as if this were all a dream.

Fabian only wished this wasn't a dream. He didn't want Shay to leave. He didn't have his mother any more, and his father was slowly slipping away. So, Fabian only wished that Shay was real and that she was going to stay.

* * *

_Here is the first official chapter. Sorry the last one was short, but it was a prologue, so I didn't think it was going to be long, anyway. This one is much longer._

_FanFiction (c) Red Wolf Productions_  
_Ben 10 Omniverse (c) Cartoon Network_


	3. Secrets

Chapter 2 - Secrets

Once Fabian woke up that next morning, he was intangled in his warm bed sheets. He slowly rose out of his sheets, feeling the emptyness of his room wrap around him.

Yawning, Fabian rolled out of bed, nearly dragging the sheets after him. Once Fabian had both feet on the ground, he started to strech out his limbs and back, feeling as if the day would start out horribly.

Then it clicked.

Suddenly remembering last night, Fabian quickly bent over his floor and picked up his pants that he had worn just yesterday. He quickly pulled them on and ran his fingers through his hair.

Bursting out of his room, Fabian ran down the hall and into his living room. He quickly scanned the area, looking for a figure sleeping on his couch, or possibly sitting up and waking up, but Fabian saw nothing. His couch was flat, as if no one had been there last night at all.

Fabian sighed, running his fingers through his hair, again. He should have known. Shay returning was too good to be true.

Walking in sluggish movements, Fabian made his way over to the kitchen. As soon as he turned on the kitchen's light, he seemed to fling himself back into the counter. His heart raced from being startled so suddenly, but he quickly regained himself and felt his lower back. It was jolting with pain from smashing into the counter.

There, sitting on the counter on the other side of the kitchen, was Shay Blonko. She had her legs crossed as she ate a sandwich. Her eyes darted over to Fabian as soon as he had turned on the light and jolted into the counter, but she continued to chew as she took another bite of her sandwich.

Fabian stared back at Shay. He drew his lips back in almost a hiss. "What are you doing?"

Shay swallowed the last bite of her sandwich. "Eating a sandwich."

Fabian rolled his eyes. "Well, yeah. I noticed THAT."

"Then why'd you ask?" Shay asked, raising an eyebrow.

Fabian just sighed. "Never mind."

Chuckling, Shay hopped off the side of the counter and landed on the kitchen floor. She scanned the area, then looked back at her friend. "Where's your mom and dad?"

Fabian flinched back, as if he had been slapped. He awkwardly rubbed the back of his neck and looked away from Shay's hot gaze.

"My dad ... he's out on a mission. He won't be back for a few more days." Fabian muttered.

Shay tilted her head. "And your mom, Aria?"

Fabian released a huge gust of air he had been holding in, sighing as he looked at Shay with remorse. "She ... died. A long time ago."

Shay then seemed to soften her gaze, as if she had done something wrong. She looked away, feeling awkward. "Oh ... I'm sorry. I didn't know."

Fabian just shrugged. "It's fine. It was a long time ago. A little while after you left Earth, actually."

"Oh." Shay peeped.

There was an awkward silence as Shay messed with the hem of her shirt. Now that Fabian wasn't scared half to death, he saw that she had taken off her hoodie and was wearing a pink tank top. Her hair that had once been lying in long strands were now pulled back into a messy bun. White, curly hair would spill out from the front, covering part of her face.

Shay's kind, cat-like eyes would wonder around the kitchen, until they rested back on Fabian. "I think I'm going to leave."

Fabian blinked in sudden surprise. "What? Why? Where will you go?"

Shay shrugged. "Well, my whole plan was to come down here and see you, again, but I didn't think everything else out. Now that I think about it, the first place that my dad and his team will think to search is here. They might already be on their way. So, I need to leave, now."

Fabian was too stunned to think. He opened his mouth to say something, but he just closed his dry lips. "But ... Shay ..."

Shay gave a weak smile. "It was nice seeing you again, Fabian."

As Fabian stared back at his old friend, he noticed her gazing at the ground, looking suddenly saddened. It wasn't just Fabian feeling as if they were being separated all over again.

Shay glanced up at her childhood friend, trying to smile, but her lips just stayed where they were. "I wish I could stay ..."

"Yeah." Fabian said, swallowing hard. "Me, too."

Fabian felt as if his chest was tightening, and that he felt light headed. How could Shay be leaving AGAIN?

Shay walked out of the kitchen, nearly brushing against Fabian's shoulder. She walked to the side of the couch and pulled her hoodie off the couch's arm. She stared at it sadly, as if she were trying to decide if she should put it on or if she shouldn't.

Sighing, Shay sat down on the couch, still holding her hoodie close to her chest. She felt it's soft texture, and then pulled it over head. Once she had both arms through, she glanced back over at Fabian, and quickly looked away once she saw that he was staring at her.

To avoid a hard good-bye, Shay just placed her hands in her pockets and glanced down at the ground. "Bye ... Fabian."

Fabian didn't even say anything as he watched her head towards the door. He swallowed another hard lump.

Suddenly, he felt as if he were doing something terrible. He was watching his best friend in the whole universe leaving for a second time. And he wasn't doing anything to stop it. Sure, he couldn't have ever stopped her leaving for the first time, but he FINALLY had a chance to get his friend back, and even stop her from leaving for the second time.

And he was doing NOTHING to stop her.

"Shay!" Fabian said suddenly, making his friend look back over, but gazed through him as if he weren't even there.

"Yeah ...?" she whispered.

Fabian took in a deep breath. "Where ... where will you go?"

Shay just shrugged. "I was thinking of going down the edges of Bellwood, and then leaving town south. I'll try to get down to the gas station down outside of Bellwood by tonight."

Fabian wanted to say something else. He wanted to say anything just to keep Shay there with him, but nothing came out of his lips. They were ceiled tightly as he stared ahead at his friend walking out.

Shay glanced up at Fabian for a second, seeming to also be lost at words. She just nodded before stepping out of Fabian's house, closing the door tightly behind her.

Fabian was now left alone in his home. He suddenly felt as if his word was crashing down around him, and the walls were starting to close in. Fabian hated this feeling of being alone in a room.

Fabian looked down towards his feet, thinking of anything to do. His mind kept buzzing as he felt more and more light headed. He could hear the buzzing sound going through his mind, but it was becoming muffled.

What was that noise?

Fabian then looked up from his feet as he snapped out of his daze. He looked towards the kitchen, which was where the sound was coming from. It was a ringing sound.

Fabian then realized that it was his home phone ringing. Quickly moving from the spot he had seemed to be frozen to, Fabian made his way to the kitchen's phone. He picked the phone off the wall and held it to his ear.

He took in a deep breath before speaking. "Hello?"

"Fabian? It's me." Ben's voice came over.

Fabian froze. Normally, Ben would only call his son on his cell phone, unless Fabian didn't pick up for some reason.

"Oh. Hey, Dad." Fabian said, feeling his pockets.

His cell phone wasn't there.

"Oh, so you ARE home." Ben sighed. "I tried calling you for a while, but you didn't pick up."

Fabian thought of where his phone could be. "My phone is in my room. Sorry, it must be on vibrate."

Ben just chuckled. "It's alright. Now, Fabian, I want you to sit down."

"Why?" Fabian asked his father.

"Just ... do it, alright?" Ben muttered.

Shrugging, Fabian made his way over to the kitchen stool, taking a seat to listen to his father.

"Fabian ... I need to talk to you about something." Ben began with hesitation.

"What?" Fabian muttered.

"I've been gone for a while. And you know that." Ben started off. "But ... I haven't been COMPLETELY honest with you."

"What do you mean?" Fabian asked, suddenly worried.

"Well, I HAVE been out on missions. I swear." Ben said quickly. "But ... I haven't been honest with you about what I do to the side of my missions."

"Dad, where is this going?" Fabian sighed into the phone.

Ben took in a deep breath. "I've been seeing someone."

Fabian nearly fell off the stool. Once he regained his balance, he spoke. "Wait, WHAT?"

"She's really nice, Fabian. I swear." Ben said quickly. "I've been seeing her for a while now. Almost a whole year."

Fabian shot up out of his chair. "A WHOLE YEAR!?"

"Almost!" Ben defended.

"Dad, WHY didn't you ever tell me?!" Fabian shouted. "While you're off on some 'missions', I've been sitting here and pretending to be your guard dog! I SWEAR, every time you leave, something happens!"

"But you never said anything-" Ben began, but was quickly cut off.

"Of COURSE I never said anything!" Fabian just about shouted. "I mean, just yesterday I went crashing through a phone pole and hit the ground so hard I nearly dug my own grave!"

"Why didn't-" Ben started, but was cut off again.

"Don't you DARE ask me why I never tell you this stuff. After all, aren't YOU the one keeping secrets?" Fabian snarled.

"Fabian. Calm down and just listen. You don't have to say anything, but just LISTEN." Ben insisted.

Fabian took in a deep breath through his nostrils, not saying a word.

Ben sighed into the phone. "Fabian, her name is Kia. I met her when we were just kids, but it was almost a year ago when I saw her, again. Yes, I know it was wrong to keep her a secret from you. I see that now. But there is a bigger matter at hand."

Fabian blinked. "What? MORE confessions?"

"Fabian, just a couple days ago, when I left, I found out something life changing." Ben started.

'Life changing?' Fabian thought to himself.

Ben continued. "Kia told me something that she had been keeping a secret for about a week, now. Fabian, I love Kia very much. And she has just told me that she is pregnant."

Fabian froze. He thought he had stopped breathing at the very moment.

Ben paused for a moment, but then spoke. "I asked her to marry me."

Fabian thought that the whole world was really crashing down around him. Baby? Marriage? And Fabian had just found out about his father's secret love for this stranger a minute ago. Now, he had gotten the whole deal.

On top of that, Fabian was in NO MOOD to hear such news. After all, he had just watched his best friend leave him for the second time. How DARE his father dump all of this on him now?

"Fabian?" Ben asked. "Look, I know this is a lot-"

Fabian didn't listen anymore. He felt tears of betrayal coming to his eyes. Quickly, Fabian slammed down the phone onto the receiver.

Fabian pressed his back to the wall, and then slid down it until he was sitting on the kitchen ground. Hugging his knees tighter to his chest, Fabian let the tears run.

How could all this happen to him? And how DARE his father EVER think of replacing Fabian's real mother and expect his son to just accept this stranger, Kia, as if she were his mother?

Fabian let the tears roll, but he felt more anger then sorrow.

Fabian often thought of his mother, Aria. She had once had long, blond hair and bright blue eyes. Fabian got gotten both these traits from his mother, along with some freckles. The only thing that Fabian really got from his dad was a little brown in his hair, his strength, size, and power of the omnitrix. Fabian was just able to use the aliens' powers instead of actually transforming into them.

Fabian felt a stab of betrayal. His own father was never around, and Fabian had just found out that the main reason was because he was always out with his new girlfriend. A girlfriend that he had never told his son about before, but had suddenly decided to marry her because she was pregnant with his child.

His child. His new wife.

Fabian suddenly felt as if the walls were closing in, again. His father ... was going to have a NEW wife and ... a NEW child.

Fabian felt the hot tears rolling down his cheeks, so he wiped his arm across his face. He took in deep breaths and tried to concentrate.

Looking up, Fabian closed his eyes and thought of his mother. His REAL mother. 'I wish you were here ...'

Suddenly, Fabian's mind snapped back on as he opened his eyes. Shay. Where was Shay?

Fabian sprung to his feet and made his way to his room. He flung open his closet and grabbed the backpack sitting on the ground. He unzipped it and dumped out all his school items. He then raided his closet and drawers, picking some random clothes he would need.

Then, he made his way back into the kitchen, where he packed some corn nuts and some grain bars. He didn't really have any time to think about what food to really bring. And he wasn't really thinking that clearly at all.

All Fabian knew was that Shay had come back for a reason. And he couldn't just let her slip away. Not now. Not ever.

* * *

Shay walked down the streets of Bellwood with her hood up. She didn't mind humans, she just wasn't too sure about them. After all, she hadn't been on Earth for almost ten whole years.

As she walked down the street, she suddenly heard heavy footsteps coming from behind. Shay suddenly panicked, thinking that someone was chasing her or trying to attack her, but then she heard a familiar voice.

"Shay!" the person yelled. "Shay, wait up!"

Shay swiftly turned around to see Fabian coming from behind her. He had thrown on a jacket and had a backpack clinging to his back. He looked breathless as he caught up with her.

Shay blinked in surprise. "Fabian? What are you-"

"Shay," Fabian said, out of breath, cutting her off. "I ... I decided to come with you."

Shay tilted her head. "Come with me?"

"Well, yeah." Fabian said, looking down and placing his hands in his pockets. "I mean ... you're like my best friend. Even though we haven't seen each other in forever. And I ... I thought that coming with you would be better then staying here."

"Why?" Shay asked.

"Well ..." Fabian muttered, looking into the distance. "It's so boring in Bellwood. And ... things just aren't going as I planned, is all."

'Tell me about it.' Shay thought to herself.

Nodding, Shay looked up at Fabian with a smile. "You sure?"

"Yeah." Fabian chuckled, looking at his friend. "I'm sure. And besides, we made a promise, remember?"

"Promise?" Shay asked, raising an eyebrow.

"Yeah. Remember? When we were kids?" Fabian said, trying to get her memory going.

Shay then remembered. She gave a wide grin. "Yeah. Friends forever."

"Friends forever." Fabian echoed.

With that, the two friends were off, heading out of Bellwood. Neither knew what was in store for them, but neither cared. All either needed was their best friend by their side. And now, they could finally have that.

* * *

_Finally the second chapter is finished!_

_Just so people know, Shay has her father's real name as her last name because her mother wanted it to be a family name, so she made her daughter's last name Blonko. It seems strange, but you'll see that it is easier for future references._

_And yes. Ben is going to get married to Kia Green and she is currently pregnant with their soon to be son, Kenny. Just clearing that up._

_The real fun starts in the next chapter._

_FanFiction (c) Red Wolf Productions_  
_Ben 10 Omniverse (c) Cartoon Network_


	4. On The Road

Chapter 3 – On The Road

Something that Fabian found out about Shay along the road was that she always seemed to keep her head held high and never looked back. Fabian admired this in Shay, even when they were little kids. Fabian was also glad to see that not that much had changed about Shay. Sure, she had grown up and was independent (in her own ways), but she still had that same spark to her that she did when she was small. She kept her spirits up and always looked at the bright side of things. Fabian couldn't begin to count how many times he had been feeling down and Shay would come along and brighten his day. She seemed to make him smile when he didn't even want to.

That was when Fabian realized that Shay really was his best friend, even after all these years.

Neither of the teens knew where they were going, but neither seemed to care. Fabian had his doubts, but he never really cared much if Shay didn't. He just let her lead the way and trusted that Shay knew what she was doing. Well, he shouldn't have.

"I ... think I remember these streets ..." Shay muttered under her breath.

"What?" Fabian mustered. "You don't know where we're going?"

"Well, give me a break!" Shay cried out. "I haven't been on Earth for years. You can't expect me to know where I'm going. I thought you would point out where we're going."

Fabian pressed his lips into a straight line, thinking soundly to himself. Once he thought of something, he spoke up. "Alright. Why don't we just go around the next couple streets to the bus stop? We'll move a lot faster and be able to get a break from walking."

Shay blinked, and then blushed from embarrassment. "Oh ... right. I forgot about buses. That makes things a lot easier."

Just to make sure he had money, in his back pocket he found a few quarters, which was enough for the bus fare. Shay looked at him with a puzzled look, and Fabian almost wondered if she didn't remember having to pay for the bus. However, Shay just raised an eyebrow and pulled something out one of her front pockets. Once she did, Fabian's eyes grew wide. The huge roll of cash had to be the most glorious thing Fabian ever saw.

"Where'd you get all that?" Fabian hissed under his breath.

Shay just chuckled. "I didn't steal it, if that was what you were wondering. Well, sort of ..."

"What? Shay!" Fabian growled.

"Now, now, don't get testy." Shay muttered. "This is mostly some of my dad's money, but some of it is what I get from helping out with the ship's storage area. Just don't tell my dad I get paid for that."

"I think you should be more worried about your dad finding out that you have a wad of money that is mostly HIS." Fabian sighed.

"True, true." Shay said as she started walking, again. "Now, this time you have to point out where we're going."

"Cool." Fabian shrugged, walking side-by-side with Shay. He decided to take the time to ask his old friend some questions. "So ... that trick you do ..."

"Trick?" Shay mused.

"Yeah. That thing you did on the power lines last night. You bolted up and down them, turning into some kind of electric matter."

Shay grinned, placing her hands in his pockets. "Well ... it's complicated. I wouldn't call it a 'trick', though."

"A power?" Fabian asked.

"Yeah. A power." Shay said, looking briefly at her friend, but then looking ahead. "You see, you have the ability to use the power of any of your father's aliens, correct?"

Fabian nodded his head. "Yeah."

"Well, which power don't you seem to have?" Shay hinted.

Suddenly, Fabian understood. He didn't have Feedback's power. Yet, Shay was able to use his kinds of powers at her will.

"How'd you get Feedback's power?" Fabian cried out. "And why don't I have it?"

"It's because of an old deal between old partners." Shay started. "Remember when our dads used to be partners, Fay? Well, it was around that time when things got complicated. You know, before they split up."

"I ... don't understand." Fabian admitted. "What deal?"

"Fay, you have all the powers of your dad's aliens, not including Feedback. Why? Well, this was because of something that happened when we were kids. Don't feel stupid, though. I didn't figure any of this out until my dad explained my powers to me. Long story short, when your dad and my dad used to still be partners, my dad wanted me to be protected and have a means of a future as a Plumber. You had all these powers that you got from your dad, and I was getting training from my dad. Basically, we were both going to stand in their shadows."

Fabian looked down at the ground for a moment. He knew what Shay said was true. Ben wanted Fabian to be just like him one day, and Rook wanted his daughter to follow up in his footsteps, as well. Yet, Fabian wasn't understanding anything.

As if reading his mind, Shay continued. "Anyway, once my dad saw things were starting to fall apart, he wanted something a little extra for me. Something to 'protect' me. Ben saw this, and still being Rook's friend, he wanted to help. So, he took both of us to Azmyth for a little check up. And THAT was when the deal between our dads was made. Your dad gave up one of your alien's powers for me, and my dad would train me to be a Plumber, so that one day we would be partners."

Fabian chuckled. "Yeah. I remember when we were kids and being partners was all we ever talked about. But I still don't get it. I don't ever remember going to Azmyth and giving up one of my powers ..."

"Neither do I." Shay admitted. "But that's the strange thing. My dad told me that after the transfer was complete, I was given Feedback's powers, and both of us fell asleep and couldn't remember anything when we woke up. We didn't even remember going to Galvin Prime."

"Why didn't either of our dads tell us, though?" Fabian whispered, thinking half to himself.

"That's the part that made me confused." Shay muttered. "I guess neither of them wanted to know what was given and what was taken. I mean, your powers hadn't kicked in yet, and neither had mine, so I guess they both figured that waiting until we were older was the best thing to do."

Fabian huffed to himself. So, yet another thing that his father hadn't told him?

Shay sighed sadly. "But not too long after was when my dad and I left Earth. That's why our dads don't really talk about each other, anymore. The deal was broken off, yet I still have my powers."

"But ... why?" Fabian asked, but then realized that they were at the bus stop.

Shay just walked over to the bench and sat down with a thump. Her hood was up and she crossed her arms. She didn't seem to know the answer to that one. Fabian just walked over beside his friend and sat down, looking at the quiet street.

"Is Bellwood meant to be this quiet?" Shay asked under her breath.

"Not really." Fabian answered. "There is normally a lot more traffic and stuff."

"Hm ..." Shay hummed under her breath. "It's nice. I like it."

Fabian had to admit that he liked having the city so silent. Everything seemed so still and nice. He wasn't used to having things calm and not crazy. After all, he WAS the savor of the city. But that was when it suddenly hit Fabian. He WASN'T the savor of the city. He was simply Ben's backup for any crime that went along in the city. He wasn't the universe's greatest hero, his father was. Perhaps Shay was right. Fabian WAS just his father's shadow.

Shay's hood was still up, but Fabian could see that she was slowly starting to nod off. The bright, sunny day was enough to warm her and make her tired. Fabian guessed that she would take a nap on the bus. Fabian was always down for a nap, but he strangely didn't feel tired. Perhaps this was due to the fact that he was too excited to sleep.

Fabian then mumbled to himself, realizing that he didn't have any money or his cell phone. But perhaps it was GOOD that he didn't have his phone. After all, his dad or anyone else could just track him using his phone. And Fabian was pretty sure that Shay didn't have a phone, either.

Although Fabian wasn't tired, he decided to lie his head back on the bench and close his eyes for a few moments. The sun warmed his face and made him feel all the more comfortable. He thought that perhaps he WAS going to fall asleep, but he was awoken by the sound of the bus screeching around the corner of the street. Fabian's eyes shot open and he looked over to Shay to see that she was suddenly awaken from her short nap.

"I'll pay for the bus fare." Fabian offered, seeing that he would have to get rid of his loose change somehow.

Shay just nodded and slowly stood up as the bus screeched to a stop in front of them. Shay kept her head down and her eyes down casted, not wanting the driver to see her face. Fabian was puzzled by this, but he walked into the bus first and paid the fee. Shay trailed behind him, keeping her head down and following her friend closely.

Fabian chose a seat close to the back of the bus. Shay sat down beside him, her eyes shifting around. Once she saw that the bus was partly filled with some stray aliens, she gave Fabian an extremely strange look.

"I wasn't aware that aliens and humans got along ..." Shay whispered.

Fabian raised an eyebrow. "What? They always have. I mean, when we were born they did, why wouldn't they now?"

Shay just shrugged. "I don't know ..."

Fabian just gave her a small grin, making her grin back and lean against the window of their seat. She kept her hood up, but didn't mind looking out the window and seeing all the faces on the moving sidewalk. She crossed her arms and seemed to snuggle up in her warm hoodie, slowly drifting off. Fabian decided that she had the right idea, seeing that they were going to the be the very last stop.

* * *

When Fabian woke up, his head was leaning on the back of the seat and his neck ached. He lifted his head and rolled his neck, seeing that the sun was already starting to set. He wasn't aware that they had been on the bus for this long, let alone slept for the whole day. Yet, Fabian wasn't surprised. After everything that had happened that morning, he would have been worn out. Just thinking about his father made Fabian tired and uneasy.

Noticing something lying on his lap, Fabian turned his gaze to see Shay resting her head on his legs. Her hood was down and her white hair spilled out of her bun, which now seemed to be just a messy pony tail. Shay never really was the kind of girl to do her hair. And neither was her mother.

Fabian never really knew Shay's mother. Well, neither did Shay. All Fabian knew was that his mother and her mother were best friends. They had always been, in fact. The wonderful thing about everything was that Shay's mother, Hannah, had been the one to hook up Ben and Aria. Along the road, Hannah and Rook had gotten closer and hooked up, as well. How fitting, that both their mothers were once best friends and their fathers were not only best friends, but also partners. Fabian now had a better understanding why Ben and Rook made a deal for Fabian and Shay to grow up to be partners and best friends.

As far as Fabian knew, Hannah looked almost exactly like Shay, if you didn't count her markings and eyes that perfectly matched Rook's. Hannah had long, curly hair that would always tangle and get messy, which was why she always put it up and never really bothered in styling her hair. Her skin wasn't as pale as Aria's had been, but she wasn't exactly tan, either. People always talked about how Hannah had the most wonderful eyes, almost as beautiful as Aria's. Hannah's eyes had been some kind of brown color, but were considered darling. However, most people seemed to enjoy Hannah's 'unique' personality.

Fabian wasn't sure what kind of personality Hannah had exactly, but he did know from stories that she was the type to always go out with friends to clubs or just go out for the fun of it. Fabian sometimes wondered how she and Rook were able to get along, let alone go out with each other, but Fabian knew that Hannah was just what Rook needed to loosen up and love life for what it really was. Sure, Ben had helped Rook with this a little, but Hannah seemed to be what Rook needed the most.

Sadly, Hannah and Rook never really did get married. Rook had been planning on it, but things just didn't turn out for the better. Yet, they had had a child together, naming her Shay. Although Blonko was Rook's real name, he used it as Shay's last name. He just used the name Rook as Shay's middle name. Seemed fitting enough.

Shortly after Shay was born, Hannah got sick. Horribly sick. Fabian and Shay were both too young to understand what had happened, but Fabian would soon find out what 'cancer' was, specifically brain cancer. Everyone who had known Hannah would say that she was a wild soul that enjoyed life, even a little too much at times, but was still a good person. When she died, there was an open funeral to everyone who had once known Hannah and were looking to pay their respects. Many had showed.

Once Aria had passed away not too long after Rook and Shay left, she was buried next to her best friend so that they could rest together.

Fabian missed his mother. He sometimes wondered if Shay missed her mother, too, even if she hadn't really known her. Fabian wondered if just like him, Shay would sit by her mother's grave and tell her all her problems and what she was going through. But then Fabian realized that Shay never could. She could have never come to Earth, let alone pay her mother respects.

Although Fabian didn't really have a plan, and he knew that Shay sure didn't have one, he knew that deep down he was going to have to return to Bellwood soon with Shay, and then they both could visit their moms together.

* * *

By the time they got to the last stop, Shay and Fabian were both ready to go and the sun was beginning to set. Neither knew what they were going to do for a place to stay for the night, but they ended up deciding on just walking further until they came across something. The two ended up walking into a small town just outside of Bellwood. And just like Shay thought, there was a little gas station just beside the town.

Fabian wasn't sure what Shay wanted to do here, but he knew once she came up to the station and came back out with a couple Monster energy drinks, dill pickle flavored sunflower seeds, and two bags of Doritos. Fabian gave her a small grin as he accepted one of the drinks and bag of chips. The sun was starting to set, but the two took a small break by sitting outside the gas station and eating their 'dinner'. Fabian then remembered he had some corn nuts and grain bars, but he decided on keeping them in his backpack until they found a place to stay for the night.

Fabian wanted to get up and moving again, but he found entertainment in watching Shay put an entire handful of seeds in her mouth and spit the shells out like a machine. Once she was done with that handful in her mouth, she would take a swig of her Monster, and then start the cycle all over again.

When Shay was done with another handful of seeds, the shells now all over the concrete ground, Fabian couldn't help but chuckling. "Ha, I see you've had practice?"

Shay grinned, nodding. She took another swig of her Monster and leaned her back on the wall. "Dad never really let me have energy drinks, and he didn't like sunflower seeds as much as I do, but a lot of the others on the ship would let me have sunflower seeds and sometimes energy drinks. I prefer Red Bull, but Monster is alright. Whenever I could I would hang out with the apprentices and practice spitting. They liked sunflower seeds, too."

"Sounds fun." Fabian glowed. "I like seeds, but I can never really crack them if I have more then two in my mouth. I've never seen anyone have that much at once, though. Or with that flavor."

"I've never tried dill pickle flavored before." Shay grinned, taking another drink of Monster. "But I think I like it."

Shay handed the bag over to Fabian, who hesitantly put a few in his mouth, trying to crack the first one. Cracking a seed was harder then he remembered, but he was able to spit out the shell rather weakly. All of the shells that Shay pit flew into a pile not too far away from them, but the shell that Fabian spit didn't even go that far.

Shay giggled. "You need practice."

"Yeah." Fabian admitted, swallowing the cracked seed. "I guess I do."

Once the two had had their fill of chips, sunflower seeds, and Monster, Shay wrapped up the rest of the seeds and Fabian put the pack in his backpack. They moved away from the gas station before the sun fully set and before someone came out of the station and demanded they leave. So, the two just left and walked down the sidewalks.

Not long after walking down the sidewalks, they spotted an opening in one of the wooden fences. The opening was too small for either of them to go through, but Shay found that if you pushed the boards aside, the opening to grow wider and close if you released your hold on the boards. Shay was too curious to not explore inside the crack. Fabian thought that this was all a waste of time, but he followed his friend, nevertheless. To both their surprise, the opening lead them down through some brush and onto a dirt path. Seeing that Shay needed to see what was on further, they walked down the path and found more overgrowth down the path.

"Looks like this used to be a road." Fabian pointed out. "Someone must have put a fence over the side of the street to keep people out."

"Wonder why ..." Shay mused, but she wasn't worried about anything, really.

Once they pushed their way past some undergrowth, they found where the path lead to. It was an old looking house that was less then half the size of Fabian's. The wooden home seemed unstable and sketchy, but he didn't say anything as Shay made her way up to the front steps. The door to the house was jammed shut, but Fabian found an opening in through the back of the house, which seemed to lead into what looked to be a small and run down kitchen.

"Wow." Shay muttered, walking in through the opening. "This house is ..."

"Gross? Tiny? Old? Pathetic?" Fabian listed.

"Perfect." Shay grinned, walking through the kitchen and into the main room, which showed the front door that was blocked by an ripped, old couch and a dusty mattress.

"Excuse me?" Fabian snorted. "I don't know which world you're living in, Shay, but this isn't exactly what you would call 'perfect'."

"Sure it is!" Shay cried out, running over to the mattress and pulling it out into the middle of the room, setting it down on the hard flooring. "See? This is a bed. We'll just sleep here."

Fabian wanted to object to sleeping in such a run down and creepy looking house, but he knew that this was the best they really had. And Fabian thought that they were pretty lucky to find a place with a roof over their heads (even if it did seem to leak) and a mattress for a bed. Lucky would be one word to use, anyway.

Shay was already lying on the mattress, resting her head on one of her arms and lying on her side. Fabian just sighed and set his backpack on the ground, looking for something inside that he could wear to keep warm during the night. He found his green hoodie and pulled it over his head, zipping up his backpack and crawling onto the mattress with Shay. He lied on his side and faced his friend, seeing that her eyes were closed and she seemed to be falling back into another sleep.

Yet, Fabian wasn't tired at all. He just lied there staring at Shay for a moment, listening to the leaking sound that came from one of the other rooms. He didn't know what else was in the house, but he didn't really want to find out. He just buried his face into his hoodie to keep out the foul smell of the old mattress. He tried to think of something that would help him fall asleep, or just keep his attention away from the gross house and the thunder coming off from the distance.

The room suddenly seemed to get darker, a cloud rolling over. Fabian knew that this was going to be a long, rainy night. He didn't know how Shay could just suddenly fall asleep in a strange new place so quickly. Fabian still had trouble trying to think of something other then the house or storm.

Fabian shut his eyes to keep out the darkness of the house and to try and fall asleep. He begged for sleep to find him, but it didn't. Strange, he was starting to feel tired, but he just couldn't even begin to fall asleep. However, once Fabian felt something on the mattress beginning to shift around and move closer to him, Fabian's eyes shot open to see Shay wiggling closer to him and pressing her warm body against his.

Fabian blinked in wonder for a moment, no longer smelling the gross mattress but instead Shay's sweet, warm scent. He at first wasn't sure what to think of the situation, but then he felt Shay beginning to shift around some more and pressing her face against his chest, nuzzling into his hoodie.

Fabian had to admit that he was starting to feel warmer, and he wasn't so worried about the dark house, anymore. He heard a crack of thunder off in the distance and could hear the hard rain pounding on the roof, but he didn't mind much, anymore. He just closed his eyes, again, and rested his chin on the top of Shay's head. He took in another smell of her sweet scent, and allowed himself to drift off.

Shay stayed perfectly still as she listened to Fabian's soft breathing, letting her know that he was starting to finally fall asleep. Shay gave a small smile as she let herself fall asleep, as well. She was just glad that she could help her friend finally relax and fall asleep.

* * *

_I finally updated this. I forgot how cute of a story this is going to be. :3_

_FanFiction (c) Red Wolf Productions_  
_Ben 10 Omniverse (c) Cartoon Network_


	5. No Matter What

Chapter 4 – No Matter What

Ben sat on the ship he was being transported in, his knee bobbing up and down nervously. He had called Fabian many times in the past day, but he never heard back from his son. Each time he would call and wait for the voicemail to come up. He would always leave a message, telling Kenny that he just needed to talk to him and that he swore he loved him.

Kia would often come over to Ben, offering him some comfort, but Ben didn't feel like being around anyone at the moment. Not even Kia. He just wanted to be alone and think things over. He knew everything that he had hidden from Fabian was wrong and he had crossed the line by just suddenly dumping all this information about Kia and their unborn child on Fabian, over the phone nevertheless, but he also had his reasons. Yet, no matter how much he tried to convince himself that he had been doing the right thing for all these years, he knew that he was just secretly ashamed and frightened of everything.

Pulling out his phone, Ben took in a breath as he dialed Fabian's phone number and waited as it rang. He continued to hold his breath until he heard the voicemail come back on.

"Leave a message." Fabian's voice said.

Then there was a tone as Ben swallowed a hard lump in his throat. "Hey, bud. I ..."

Leaning forward, Ben placed his hand on his forehead, letting out a sigh into the phone. He stayed silent for a moment, feeling as if he didn't have anything else to say. Yet, he said something that he thought he needed to say just before he did anything else.

"Fay, I love you. I know I've said sorry a million times, but this time I'm telling you why I'm sorry. I know that I've kept things from you and you must be so confused ... but I understand. Please, I'll be home soon and I'll explain everything to you then. Just ..."

Ben sighed again, this time hanging up the phone. He rubbed his temples, feeling a horrible headache coming on.

* * *

When the blonde haired teen woke up, he found his arms wrapped protectively around a certain alien girl. He at first wasn't sure what to make of the situation, but he soon found that her sweet, wonderful smell blocked out the musty smell of the old house and the mattress they slept on. Plus, she was warm and kept him from completely freezing during the night. He just lied there for a while, breathing in her scent and lying his head back on the hard mattress. He thought he heard something moving inside the house, but he decided that it wasn't important at the moment.

Slightly opening his eyes, Fabian was met by bright sunlight creeping in through the cracks of the house. He sighed for a second, knowing that they would have to soon get up and move, but he wouldn't mind leaving the strange, old house. The sooner they left, the better.

Before he knew it, the girl in his arms started to wiggle around from waking up. She didn't seem like much of a morning person, though. When she tried to open her eyes, Shay just hissed in protest and buried her face in Fabian's hoodie, seeking warmth and comfort. She never was used to getting up early, even when her father yelled at her to get ready for the day on the ship.

Once the young teen saw that she was snuggled up in Fabian's hoodie, she just opened her eyes and giggled. "You're warm."

Fabian gave her a playful shove and sat up once she continued to giggle as she rolled off the mattress. She gave a wide yawn as she sat up and stretched out her arms. Her hair was messed up only slightly, but she didn't seem to mind too much. Fabian wondered if she still liked the rain and sunsets, or if she had changed. Fabian for some reason suddenly remembered a girlfriend he had had where she would constantly check her hair and make-up. She always hated the rain and would constantly need all eyes on her. Fabian wasn't sure why he had broken up with her, but he was sure it was the right decision.

Looking at Shay, Fabian realized that she didn't wear make-up. She face was white just like Rook's, but she didn't have any kind of make-up or cover-up on. Her bright, yellow-green eyes made her have that cat-like look. Fabian was then reminded of his father, but he quickly shut out the thought. He was suddenly glad that he mostly looked like his mother with his blonde hair, freckles, and bright, blue eyes. He truly did miss his mother. He wondered if Shay missed her mother, too.

"Ready to get going?" Shay suddenly asked, standing up.

Fabian perked up. "Going where?"

Shay just smiled. "It's a surprise."

Fabian wasn't sure what a 'surprise' was supposed to be with Shay, but he knew from past experiences that Shay was always full of surprises.

* * *

There had once been a time when Aria and Hannah were young. They had gone out to parties and out to the mall together. Basic girl things. That had been a simpler time, when they weren't quite young adults, but weren't exactly teenagers, anymore. That had also been around the time when the two best friends met the two crime fighting partners.

That day, the two girls had gone out for a drink late in the afternoon. They had just gotten done doing some shopping and they didn't feel like going home without something to drink. Plus, Hannah was feeling like hitting on some dudes at a bar, but it just didn't seem like the right time of day to do that, yet. Still, they went to the bar just to chill. That was when Aria saw the love of her life.

"What are you looking at?" Hannah asked, following her friend's gaze.

Then, that was when she saw what Aria was looking at. It was none other then Ben Tennyson, the greatest hero in the universe. There was a tall, blue male standing next to him for a moment. After Hannah scanned Ben over, she quickly changed her gaze over to the Revonnahgander. He seemed rather interesting for an alien. Yet, she didn't get to check him out for long. As quickly as she saw him, he had left, leaving Ben alone. Hannah was pretty sure that the alien with Ben had been his partner, Rook Blonko.

Suddenly, a wonderful idea surfaced to Hannah's mind. "Hey, let's go talk to him."

Aria's eyes widened with horror. "What?!"

There weren't that many people in the bar. A lot of them seemed to be cowboys or red-necks, and the people that did spot Ben were either too shy to approach or just didn't seem to care much. Aria and Hannah seemed to be the only real girls in the bar.

"Oh, come on." Hannah teased. "Don't be like that. I'll come with you. This could be a one in a life time chance."

Aria still seemed uneasy, though. She ran her fingers through her straight hair and shifted in her bar stool seat. Ben wasn't that far away, though. He sat at the other end of the bar, looking like he just needed a drink to ease him mind. From the looks of things, the bartender was more then willing to give him a drink on the house. Hannah crinkled her nose to see that Ben ordered a drink that wasn't at all that strong. She always seemed to picture him more of a hard drinker, but she's been wrong about things before.

"Come on. You don't have a choice, now." Hannah declared as she grabbed her friend by her hand and pulled her towards the male.

"Wait! I don't think ..." Aria began, but it was already too late. Ben had spotted the two approaching him.

"Hey." Hannah greeted confidently. "I'm Hannah, this is my dorky friend, Aria."

"Hannah!" Aria cried in her defense.

Ben just grinned in amusement. "Cool. I'm Ben. Nice to meet you two."

"Who was that guy you were just with?" Hannah asked out of curiosity, and just to make conversation.

"Hm? Oh, that was Rook." Ben answered. "He sort of just dropped me off here while he patrols, or whatever he does ..."

"Sounds boring." Aria whispered.

Ben turned to her in surprise, hearing her shy voice. "Yeah, it kind of is."

The rest of the day had gone by simple and quiet, but that hadn't been the last time that the three had seen each other. And it for sure wasn't the last of Rook. Hannah had seemed to only become more and more curious of the Revonnahgander as time went by. Eventually, she had met the stranger and learned what he was like. Hannah tended to stick around Rook, and Aria tended to hang around Ben.

Aria and Ben over the next few years seemed to have a 'different' relationship then Rook and Hannah. Whereas Ben and Aria had married and had Fabian together, Rook and Hannah had stayed together as a couple and had Shay, but they hadn't ever married. Still, Rook had loved his girlfriend and daughter just as much as Ben loved Aria and Fabian. Rook in return had been heart-broken when Hannah passed away. Well, everyone had been. Hannah and Aria had been the best of friends. Fabian and Shay grew up together, but Shay never really did know her mother. Still, she knew that Rook loved Hannah, and that was all she needed to know about her mother.

However, Shay had always seemed to see Aria more as a mother figure. So when Rook took her away with him, Shay had felt as if a part of her life was being ripped away. She loved her dad, but she loved Aria, Ben, and Fabian, too.

Yet, when Shay had returned to Earth in search for this missing hole in her life, she found Fabian, her very best and most trusted friend. Aria may have been forever gone, and Ben may have been out of the picture for a while, but she had Fabian.

Sitting on another bus next to her long lost friend while they traveled across more and more towns to the 'surprise', Shay couldn't help but cracking a smile. She felt as if the void in her life was suddenly being filled once again just by having Fabian here with her. Along this journey, she wondered if she was doing the right thing. She knew that in the end her father would be extremely cross about her sneaking off, taking money, and not telling; Ben would be extremely upset with Fabian for leaving, but everything would turn out alright.

After all, they were best friends. Best friends stuck together no matter what.

* * *

_Nothing much to say about this chapter. Sorry if there are any errors._

_FanFiction (c) Red Wolf Productions Ben 10 Omniverse (c) Cartoon Network_


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